Guarantee according to the shareholding proportion of the subsidiary's credit facilities

                Connected transaction

Ref. AC.003/2022                    28 February 2022
Subject: Guarantee according to the shareholding proportion of the subsidiary's 
credit facilities
To:     President and Manager
        The Stock Exchange of Thailand
On 25 February 2022, the Board of Directors' Meeting of Forth Corporation Public
Company Limited No. 2/2022 approved a guarantee in accordance with the
percentage of shareholding at the rate of 45% for the credit facilities of Forth
Vending Co., Ltd. that will be received from 2 local banks in the amount of not
 exceeding Baht 700 million, details are as follows:
1)    Date of transaction        : Within the third quarter of 2022
2)    Parties involved
Guarantor     : Forth Corporation PLC. (FORTH)
             : Forth Smart Service PLC. (FSMART)
Guarantee     : Forth Vending Co., Ltd. (FVD)
3)    Relationship with listed company
1.    Mr. Pongchai Amatanon is a director and major shareholder (more than 10%) of 
FORTH at the rate of 42.85% (1) (2).
2.    Mr. Pongchai Amatanon is a director and shareholder of FSMART at the rate of 
5.39% (1) (2).
3.    Mr. Pongchai Amatanon is a director and shareholder of FVD at the rate of 
5.61%.
4.    FORTH and FSMART are shareholders of FVD at the rate of 45% and 19.34, 
respectively.
5.    FORTH is a shareholder of FSMART at the rate of 52.60% (2).
Remark: (1) Including spouse
            (2) Deducting treasury ordinary shares
4)    General characteristics of the transaction
?    The financial assistance by guaranteeing a credit facility to FVD in 
accordance with its 45% stake supports FVD's plans to expand its coffee vending
machine (TAO BIN) business.
?    The credit facilities that FVD will obtain from two local banks is not more 
than Baht 700 million for the purpose of purchasing the coffee vending machines
(TAO BIN).
5)    Total value and rule for fixing of total value of the transaction Guarantees 
according to shareholding proportions by FORTH and FSMART in the amount of not
exceeding Baht 450.42 million, consisting of
?    Guarantee according to the shareholding proportion by FORTH in the amount of 
not exceeding Baht 315.00 million.
?    Guarantee according to the shareholding proportion by FSMART in the amount of 
not exceeding Baht 135.42 million.
The size of the above transaction is 28.26% of the net tangible assets of the 
Company, based on to the Company's consolidated financial statements as at 31
December 2021.
6)    Conditions of entry into the transaction
The transaction is categorized as a connected transaction under the 
Notifications related to the Connected Transaction in the category of a
transaction of financial assistance providing with the value of the transaction
more than Baht 20 million but less than 3% of the Net Tangible Assets of the
Company whichever is higher. In addition, such transaction considered as the
listed company provides the financial assistance to the Company's subsidiary
which has the connected persons in accordance with the normal course of business
or better. Therefore, the Company is required to obtain the approval from the
Board of Directors' Meeting of the Company and to disclose the said transaction
to the Stock Exchange of Thailand. But it is exempted to obtain the approval
from the shareholders' meeting of the Company.
7)    Conditions which may affect the rights of shareholders
None
8)    Directors who have conflict of interest
Mr. Pongchai Amatanon, a director who has conflict of interest, did not vote for
 this agenda and left the meeting room before voting process.
9)    Opinions of the Board of Directors
The Board of Directors has considered and agreed to approve the guarantee of 
credit facilities of FVD in proportion to its shareholding. This is a financial
support for FVD to be able to operate the business as planned. In this regard,
the opinion of the Audit Committee is not different from the opinion of the
Board of Directors.
Please be informed accordingly.

Yours faithfully,


Mr. Arin Jamnaree
Financial Controller
______________________________________________________________________
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